Ultimate Marvel: Remastered
by Reborn Dark Phoenix
Summary: Characters are re-imagined as events are reshaped and retold. Science has begun to reshape the world and the human race. Doors have opened, allowing a new breed of humans to come to light. The world can only watch in wonder and fear as logic-defying beings walk the planet. Can these wonders change the world for the better, or will they destroy it? *AU* Remake of Ultimate Universe.
1. Prologue: Tomorrow is Born

_**Disclaimer: All recognized characters, events, objects, etc.; are property and trademark of Marvel Comics unless otherwise specified.**_

* * *

 **REBORN DARK PHOENIX**

 **PRESENTS**

 **ULTIMATE MARVEL: REMASTERED**

* * *

Prologue: Tomorrow is Born

* * *

 ***Rockies Mountain Range. Alberta, Canada***

 **October 22, 1943. Night.**

* * *

"Hrrgh! Hrrgh! Hrrgh!"

The mountain ranges of Alberta, Canada were a beautiful sight to behold, especially tonight.

The hills and mountains were blanketed in snow, fresh from the previous night's storm. The night skies were now cloudy, a gentle snow falling to the earth. While it wasn't anything particularly heavy or brutal, a strong wind did gust through the air, sending a chill through the body of any living creature it touched. The scenery was gentle and peaceful, untouched by man for many years. Throughout much of the year, the forests and woods and valleys would be covered in snow, hiding the wonders of nature's vegetation under the thick white powder.

"Hrrgh! Hrrgh! Hrrgh!"

Trudging quickly through the snow, wind and extreme cold was a naked and hairy man. His long hair danced in the winds, and he had the gun of one of the soldiers in his hand. He grunted heavily and continuously as he headed farther and farther away from the base he called his prison. He had no idea where he was going. He had no idea where the hell he was; in fact, his mind was swarmed with fragment of thoughts and memories, making it hard to concentrate. What he did remember most clearly was a city on an island, destruction all around him as a rifle was slammed into his face. Everything after that was a blur, a painful blur.

All he remembered for certain was his name.

"Hrrgh! Hrrgh! Hrrgh!"

All he knew was that he had to keep moving, head to cover. Because his tormentors were no doubt on his tail, hunting him down, ready to throw more pain and torment onto him.

Several hundred yards away, two platoons of Canadian soldiers, dressed in thick winter fatigues, chased after the man, following his tracks in the snow. All of them were heavily armed, with their sergeant leading them on the hunt. Their orders were to bring the subject, designated as Weapon X, back to base dead or alive. They could all, however, assume that the lead scientist in charge of this project would much rather have their target alive; the red haired, bearded man prided himself in his work at the base, a well-known fact. He had immense power as well as support granted by the government, and as such, Abraham Cornelius wasn't a man to anger if it could be helped.

Their target was of a lot of worth to the military and government. In fact, he had much worth even to the entire Allied war effort, apparently. What with the breakthroughs in science in the last few decades, the Americans had begun to look towards other methods of defeating the Nazi and Axis war machines. Canada's Allied Command didn't want to be left in the dust, and the Prime Minister had agreed. This had led to the formation of a new covert military project, mirroring America's Project: Rebirth. Select military commanders of both projects were aware of each other's efforts, with secret US funding enhancing Canada's efforts. Doctor Cornelius had been placed in charge of efforts in doing what was thought as impossible as of a couple of months ago, due to the death of America's premier military scientist.

Cornelius was tasked with creating Canada's first super soldier. Since months before the Allied invasion of Sicily, when the discovery was made of an external force driving the Nazis, the Allied leaders and highest military commanders had decided to create a new weapon to fight back. And while America had succeeded in their efforts first, Canada's project efforts continued to be driven. As of recent, their efforts were bearing fruit, to the pride and joy of Doctor Cornelius. Efforts, tests and funding were doubled, with the goal of full operational status and readiness for deployment by June of 1944, the set time period the Allies had established for what was known as Operation Overlord.

This was Canada's answer to Captain America. These soldiers, as such, could not let him escape into the Canadian wilderness, and they couldn't mow him down with gunfire when found, if it could be helped.

"Up there, sir!" one of the soldiers suddenly called out, pointing towards a hilly rise. The rest of the platoons' men could make out the escaping subject in the distance, scaling the snowy hill with relative ease.

"Keep moving, men!" the sergeant ordered, the soldiers doubling their efforts to chase the target down. "We let him get any further, we'll lose him in the woods over the next rise!"

"Sarge, I have the shot!" another soldier called out. As he ran, he kept his gun trained on the far off subject, the figure in his crosshairs.

"Do not fire! Maintain Delta Rocco formation!" the sergeant replied. He then spoke into the platoon radio. "Alpha Team to X-Station: we have eyes on the target. I repeat, we have visual, we got him!"

" _About damn time, sergeant!"_ came the exasperated reply of Doctor Abraham Cornelius. _"How far out?"_

"He's already up the hills' rises, sir! We're trying to cut him off before he reaches the woods, but we're still several hundred yards away. My men and-"

" _No, that's unacceptable! You cannot let him reach the wilderness! I will not allow your failure to jeopardize this entire project and all our efforts! I don't care what you do, but the subject must return to the base! Do not mess this up, sergeant! Or it's on your head!"_

"Sir, we're trying, but with the distance he's putting between us, the only viable option is gunning him down!"

" _Then shoot him, dammit!"_ came the response. _"You're within range; put him down!"_

"Put him down?" That was a shock the sergeant and his men. "Sir, is that-?"

" _You have your orders, sergeant!"_

"Good enough for me, sir," one of the soldiers said, aiming at his distant target. His gun came alive as he opened fire moments later, the gunfire shattering the night's calm. The soldiers could see that many shots peppered the snow off in the distance, sending the white powder into the air. But the aim was true nonetheless, however, as the subject was hit several times, crashing down into the ground. "I got him, Sarge!"

"Move out!" The sergeant yelled out quickly. The team of soldier raced on and up the snowy hill, their weapons at the ready. After several minutes, they arrived at where the subject's body had been gunned down, welcomed by the sight of bright red colored snow surrounding an unmoving, face down body. At the sergeant's orders, one kicked the stolen gun aside as the rest quickly turned the body over onto his back, checking the wounds and condition. One of the soldiers quickly confirmed the lack of a pulse, confirming the subject was dead.

"Headshots and body shots near the lungs and heart area," one soldier remarked. "Yep, he's definitely gone."

"Of course, _I_ shot him," the soldier who shot the subject said, confidence in his voice. "I never mess up when putting down the enemy. He's no different; he won't be waking-"

"Oh, my God!" another yelled out in shock. All eyes and guns quickly trained onto the subject's body, but the soldiers found themselves in shock at what they saw. The wounds they had seen, the very same gunshots one of their own had made only minutes ago, were closing before their eyes. The bullets were slowly being pushed out of the subject's closing wounds, the streaks of blood thinning. It was as if the flesh was slowly healing itself from its injuries.

"Holy-!" one of the soldiers exclaimed, recoiling in shock.

"Did-did you guys see that?!" another one asked, shock in his voice.

" _Sergeant, what is the target's status?"_

"Uh, we-we have confirmation, doctor," the sergeant replied, speaking into his radio. "But there's been a problem. He's gunned down, yes, and-"

" _Grab him and bring him back to the facility before he wakes up."_

The team of soldiers were instantly confused at the orders of the doctor. They exchanged glances of curiosity and surprise, with the sergeant looking at the subject's body

"...Sir," the sergeant replied. "We shot him in the _head_. He was struck with body shots various times. His wounds are…his wounds-"

" _Exactly, young man. Now bring him in quickly, now!"_

The sergeant hesitated for another moment before quickly ordering his men to grab the subject's body. Blood slowly trickled off the closing wounds, the body was dragged through the snow by three of the soldiers, the rest with their weapons at the ready. With that, the soldiers began heading back to the base.

None of the soldiers noticed the single stone-like obelisk standing several meters away, cloaked in the snowfall, its glowing red eye watching the men return to the base.

* * *

 ***Weapon X Facility, Sub-Basement Level Nine. Alberta, Canada.***

 **August 19, 1946. Three years later.**

* * *

"Most of your research, if not all, will be dedicated to our efforts. Now, as I think you're probably aware, I wasn't exactly open to receiving you onto this project, young man. I've been very selective of who can join onto our work here. But those in power believe that you can contribute quite a bit to our research and experiments. So, here you are at Project: Weapon X. I'm curious to see just what made my superiors anxious to make you my right hand man."

Doctor Cornelius, head of the Weapon X Project, walked down the halls, followed by a young black-haired man. He wore professional clothing, a black suit with a white tie. He had just recently finished his college career, one of a number of men in Canada that had escaped drafting into World War II, as it was now called. He was devoted to his career as a biologist and a member in the budding field of genealogy. He was quite gifted in the field in terms of intellect and his studies, something that the government had apparently noticed just a month ago. After his graduation, members of the Defense Ministry and an American general approached him, offering him recruitment for a joint science and defense project. He had accepted, and soon found out the real nature of what this project was about.

Needless to say, he was understandably quite skeptical.

"I don't know, sir," Malcolm Colcord replied, a curious expression on his face as he scanned all the labs they passed. "I was a huge Captain America fan, watching all the reels in the war. I think that creating another super soldier is something that scientifically would be a great accomplishment, don't get me wrong. But I read that all efforts to recreate the Super Soldier serum thus far have failed. Erskine's original notes are incomplete, and with the death of Captain America, we don't have any viable tissue to work with. I just don't think that duplicating the process or serum is possible."

"Your enthusiasm could use some work, young man," Cornelius mused dryly. "And you're right, the secrets to the Serum died with both Captain America and Doctor Erskine. But now that you're a full part of the project, Colcord, I believe that you should now definitely know the truth. What we do here is far much more than just seeking to create another super soldier."

This sparked some interest in the young man. "Really?"

"Indeed."

The two men soon found themselves walking into a very large laboratory, filled with scientists in white lab coats, tending to various pieces of equipment, large and small. There were also a large number of well-armed soldiers standing in various places, scanning the lab for anything that they would need to respond to at any moment. What caught Colcord's attention the most, however, was the large pool built into the floor, set at the center of the laboratory, filled with greenish water. There was a trio of soldiers near the pool, ready to act any a moment's notice.

"This whole project, all of Weapon X, was Canada's response to America's super soldier," the doctor began. "Captain America broke scientific limits, Colcord, and our own people didn't want to be left behind in the dust. Thus, Project: Weapon X was formed. At first, it was our attempt to create our own version of Captain America, our own super soldier."

"...At first?"

"You know how science can turn out often times," Cornelius mused. "In seeking one thing, in looking to make one thing, something else is discovered altogether. Accidents happen that can profoundly change the world. That's how we have penicillin, after all; not many people know that an accident created it. And that, Colcord, is the beauty of it all. Science creates paths one didn't even know existed."

Colcord frowned in curiosity. "What do you mean?"

"We discovered...we created something spectacular."

"A super soldier?"

"No...something _much_ better that a super soldier."

This poked at the young man's curiosity even more. What was better than a super soldier?

"Look at this, lad," Cornelius said as he brought the young man to a table, where a pair of scientists were studying culture dishes. The doctor gestured to one of the microscopes. "This is a normal human genome, untouched and-"

"A genome?" That was a word Colcord didn't remember learning in graduate school...

"What makes us...well, us, for lack of a better term."

Colcord wasn't entirely sure that was all that it was, but he accepted the term. No doubt, it was a new term the scientific community had coined in their studies and discoveries, maybe after his graduation. Just another thing to familiarize himself with in this new field. Colcord looked through the microscope, seeing a large group of string like objects, swimming around lazily. Unsurprisingly, it wasn't exactly all too exciting.

"Well...I can't say that it's all that impressive," the young man said after several moments.

"And I agree completely, Colcord," Dr. Cornelius nodded. "What you see is what makes a human being just that: a regular human being. The genetic strands, the threads you just saw there, have been mankind's staple ground since the beginnings of our evolutionary process. It hasn't changed, or evolved, probably due to the fact that there hasn't been a necessity for the human genome to adapt, to change."

"I see."

"Now... _this_ genome," the doctor continued, pride creeping into his voice, as he brought Colcord over to another microscope. "This is what we made when tampering with Mister Howlett's genealogy."

Colcord looked through the microscope, and was surprised at what he saw. The culture dish still had a large number of the genetic strands present; the difference here, however, was that many of the strands were clumped together, tangled and mixed.

"It's different from the first genome," Colcord said with surprise. "Was it damaged in the experimentation or-?"

"No, Colcord," Cornelius smiled. "This is more than mere tampering. Something entire new here has been created."

"New?"

"This is a mutated strain of the human genome. It's something new, better than what the baseline genome is."

"...Mutated."

"Yes. This genome...we call it the 'mutant' gene. And we created it, Colcord, right here in this lab. Man has created its first genome, the greatest scientific breakthrough in all history, and this is it."

"Well, what does it do?" Colcord asked.

"Well, that's another surprise," Cornelius chuckled. "It actually depends on the individual carrying it. In Mister Howlett's case here (we're still studying this, of course), it's resulted in a highly advanced healing factor, animalistic senses...but the potential is quite limitless. And once the mutant gene spreads, we'll be seeing all kinds of-!"

"Wait a minute," Colcord interrupted. " _Spreads?_ "

"Of course."

"How is it going to spread?"

"Oh, I'm sure we'll find some way to expose it to the population. Hell, Howlett's presence in D-Day alone would've been enough for it to spread. And when it is, who knows how it'll affect others, but it-"

"Why would you want it to spread?" Colcord asked. "If this is such a breakthrough, wouldn't it be better to use it for your own projects? Why spread it?"

"For survival," Cornelius said matter-of-factly. "You do know that eventually, mankind will become extinct, right? Just like the dinosaurs before us. It's been accepted by most of the scientific community; we just don't know how it will happen. Hell, the world war we just fought may have been our own natural selection, or at least the first step towards it. The beginning of the end of mankind."

"Well, isn't that optimistic?" Colcord deadpanned.

"But... _but_ ," the doctor continued, ignoring the young man's reply. "Instead of creating something to kill ourselves much faster than how nature designed, as Roosevelt and Truman did with their bomb...we have found, created, a way to survive ourselves. And we did it right here, Colcord, in the Weapon X Facility."

The doctor walked over to the green pool, Colcord following after him. There was a metal grate pathway over the pool, something Colcord didn't notice earlier. He followed the doctor onto it, his curiosity about the pool growing with each step.

"And we won't just survive, Colcord," Cornelius continued with a grin, looking into the pool. "But we'll evolve. And we'll make it all happen from right here. Here, we can now control the fate of mankind, and of a new species. And it all began with James Howlett, Weapon X."

Colcord followed Cornelius' gaze, and gasped in great surprise at what he saw. Within the greenish liquid, with a mechanized mask of some sort covering the lower portion of his face, floated a man. His hairy body was naked, with tubes stuck into his arms and back, and some even procured from the mask. Several red streaks covered his knuckles, evidence of bruising or scarring. His long, black hair obscured bits of his face, but it was clear that the man was unconscious.

"We've created a mutant race. And Weapon X here, Malcolm...is Mutant Zero."

* * *

 _ **And with that, another new universe is born! Welcome, everyone, to my version of the Ultimate Universe. I will be deploying major changes from Earth-1610's continuity to create something different and unique here. I think we can all agree that in terms of origins and continuity, the Ultimate-verse has a few flaws and contradictions, even with what is given in the "Ultimate Origins" miniseries. As such, there may be drastic changes. Also, some Ultimate events will be changed, and some will remain the same. Either way, I hope you enjoy what I build here.**_

 _ **Next, SHIELD's origins. Until next time, readers.**_


	2. Nick Fury: The New Agent of SHIELD

**_*Insert Disclaimer Here*_**

* * *

Chapter 1: Nick Fury: The New Agent of SHIELD

* * *

 ***Joint American-Vietnamese Base, Quâng Trị Province, South Vietnam. 44hrs after the First Battle of Quâng Trị.***

 **2 May, 1972. Noon.**

* * *

"You have balls, soldier. Has anyone ever told you that?"

The American soldier, the sole occupant of the medical tent, looked up at the person addressing him. He himself was a white American, with jet black hair and some slight stubble on his face. He wore combat pants and boots. His bare chest was partially covered with bandages, hiding wounds that were surprisingly no longer there. His black eyes trained onto the new arrival, a three-star general wearing green fatigues and a general cap. He was a man of 40, with very light stubble and calculating blue eyes. In his hand was a sealed red file.

"Sir," the soldier replied, saluting at the sight of the general. "I can't say I've been told that, sir."

"Well, let me be the first to say so," the general smirked. "Let me introduce myself. General Thaddeus Ross, United States Army. And you are Staff Sergeant Nicholas Fury, one of the best Marine Corpsmen our troops have in service in this hellhole. A war hero for the last five years, having only joined in the last seven. You really have gone above and beyond yesterday, going back and rescuing our boys from the Viet Cong."

"I was just doing my duty, sir," Fury shrugged.

"Even in disobeying Lieutenant General Danvers' direct orders? I know Joseph Danvers, Sergeant, and he isn't one to take defiance to his orders lightly, especially with how heavily the Quâng Trị Province is controlled by the Vietcong. They beat our asses out of there pretty bad these last few months."

"I don't think even he can ignore the fact of what I did. I saw an opportunity, and I took it. Those were our men they were holding hostage, and I couldn't bear that with on myself. I trained some of those men myself, and I hated to have to leave them behind when we were retreating out of Quâng Trị. And we got 13 of our best men back, alive and well."

"I don't think even he is that dismissive. He knows that you're one of the most essential men he's got out here, and I'm pretty sure he recognizes your valor. That was pretty ballsy, Sergeant. Going back into Viet Cong held territory to rescue our boys, and succeeding. I can certainly see why you became such a decorated soldier. I've heard quite a bit about you, Fury. But...just who _is_ Nicholas Fury?"

"Sir?"

"You're a war hero, a decorated Marine, Fury. You've risen quickly up the ranks, become one of our best black ops commandos. Even with how unpopular this war is getting, you're still one of the favorites with the top brass. These last five years, you've really proven yourself in your service in the war effort: intelligence gathering, covert and black ops operations, the whole nine yards. You've really made a name for yourself these last five years." Here, however, the general's smirk turned into a frown. "And yet, if I go back enough years, say more than seven...if I dig far enough, I would find that that Nick Fury didn't exist."

Fury's body subtlety shifted uncomfortably, his face darkening slightly. Nevertheless, he continued to match Ross' stare. Several more seconds passed before he replied, "I don't think I follow you, sir."

"That's the thing, Staff Sergeant. I think you actually do."

"I think me being here shows I existed five years ago."

"Oh, I can see that, Staff Sergeant. But not as Nicholas Fury,

Fury was silent, engaged in a glaring match with Ross.

"Don't have to answer, Staff Sergeant," Ross continued. "I already know; I dug up on you. My God, did I dig up on you. It was difficult; I have to tell you, digging up on a person who hasn't existed for a good damn while." To Fury's minor surprise, the general then began chuckling. "And I thought you were a war hero _now_ , Fury."

Fury stared at the general for several more seconds before narrowing his eyes. "That is classified, sir."

"Not to me. I'm old friends with an old coot from the 'glory days' of World War II, a retired general. One of several American generals, along with FDR, who organized an elite combat unit once we got dragged into the war. A twelve man unit, initially, later joined by a Brit and Frenchman, made up of excellent men from various branches of the military. Rangers, Marines, Special Forces, paratroopers... They were the best of the best. They carried out many operations and missions throughout the war that helped us turn the tide at various points. America's war effort was bolstered because of their actions across Europe, Northern Africa and even on the Home Front. They were incredible men, these soldiers, but their leader was something else. He was a tough sonuvabitch, if the intel reports were anything to go by. He was half the spirit of the whole unit."

Fury was silent, still matching the general's stare.

"His unit was pretty famous back in the States, even if their names were kept as military secrets. He was a real soldier, a great patriot. I have a feeling you know his name; you do, don't you, Fury? Or...do you prefer Staff Sergeant Nicholas Fury, leader of the Howling Commandos?"

Ross continued to stare at Fury, looking for some kind of response. He could see that while his body was instinctively tensing itself, albeit very subtly, the sergeant's eyes never left his.

"Now, I normally wouldn't be suggesting this kind of thing, what it sounds like I'm suggesting," Ross continued, shrugging slightly. "To anyone else, they would think me insane, crazy, and would rightly be questioning my abilities as a high-ranking commander in our nation's military command. Hell, I myself thought I was going crazy, at first. I mean, it'd be plain silly to suggest you were around your mid-seventies and still look as good as you do. Not to mention the fact that Staff Sergeant Nicholas Fury of the Howling Commandos died in Brooklyn in early 1943, a couple of weeks after a mission the Commandos did in DC."

Fury remained silent, glaring at the general.

"But then there's the issue of you coming in here literally yesterday, with your guts spilling out of your stomach and into your hands, semi-dead and carried by the men you rescued. By all logic, you should be dead right now. And yet, here you are, looking like you just woke up from a power nap. Your wounds are gone, your guts are back inside, and the army medics are completely baffled."

Fury remained silent.

"So, I dug around even more. And that general I mentioned earlier? He was also one of select several that were on the know of a covert American project, a joint military-science effort. It was called Project: Rebirth. Most of the population has never heard of it; you ever hear of it?" Ross waited a couple of seconds to see if Fury would reply, continuing when he didn't. "See, it was our shot at winning the war once and for all. It was how we created the first Captain America; that was the defining moment. Unfortunately, thanks to a Nazi spy, the lead scientist behind the whole project was assassinated. Not only did we lose much of his work, it pretty much left us with almost no way to recreate the Super Soldier Serum."

"Sounds like a tragic loss," Fury replied, his voice neutral and even. "But at least you had Captain America. I hear that he was the main reason we won against the European Axis."

"Many do agree to that fact. He was definitely the breakthrough that the Allies needed. But see," Ross continued, raising the red sealed folder up. "Steven Rogers, while he was the final and best we had thanks to Project: Rebirth, wasn't the first successful attempt. There was another one before him. An American soldier who wanted to serve his country even better than he already was, to do more. There was a lot of risk, though; the scientists behind Rebirth hadn't been successful in creating the Super Soldier Serum before this test, with all their efforts failing miserably. Hell, they weren't even completely sure this next attempt would work, despite their hopes, so this soldier could've possibly died. But he didn't care, and went along anyways in service to his country. And by a miracle of God, he lived through it and survived...only to disappear a couple of days later, presumed dead in a violent explosion at the secret Rebirth lab facility. And that soldier's name was Nicholas J. Fury."

Fury remained silent.

"That's your name, right?" Ross asked, tossing the red folder towards Fury, landing on his lap. "It _is_ you? Not your father or grandfather?"

Fury simply read the files, not answering.

"Now, if I already said that Staff Sergeant Fury died in that violent explosion, then it makes no sense for me to bring this up. But there is one final tidbit to the whole thing: that was only the official report for the general Allied American Command. There was an...alternate report, kept unofficial and secret amongst select generals, my old coot friend included, and FDR. In it, it discusses something rather shocking. These unofficial reports talk about how the explosion was actually caused by one of the test subjects that our scientists were using in the development of the Super Soldier Serum. And this subject, he escaped in the chaos that resulted from that explosion. An American soldier, ready to serve his country, turned against us and laid waste to the project's base headquarters. Not only that, he disappeared...as in he seemingly deserted the armed forces."

Fury looked back up, narrowing his eyes.

"So...after saying all that, and after learning what we both learned just now, the question is this: was that you? Are you the same Nick Fury from 30 years ago? And since we both know you are...why did you do what you did, and why did you even come back? I personally wonder if deep down, you felt guilty about everything, but I still can't understand why you would enlist again, and under your real name."

The general crossed his arms, waiting for a response from the sergeant. Fury glared at the general for several more seconds before he returned his attention to the red file in his arms. Ross smirked to himself, shaking his head. He wondered what was going through the sergeant's mind after being confronted with this information. The silence continued to ring out in the medical tent for several more minutes before someone finally spoke up again.

"...it used to be called the Infinity Formula."

Ross blinked. "Excuse me?"

"The Super Soldier Serum," Fury repeated, a somewhat resigned look on his face. "It apparently used to be called the Infinity Formula before calling the Super Soldier Serum, supposedly because of the limitless potential it'd create. It sounded pretty good, and when that Roosevelt himself came to me personally, well, I was pretty much hooked. The old bastard he introduced me was a bit overbearing most of the time, but like you said, they were hoping I was the lucky one."

"Old bastard?"

Fury looked up. "Abraham Erskine. I'd never heard of the bastard before, just knew he was some old genius scientist. After stopping that Nazi spy ring in DC, I was praised for my actions, my leadership of the Commandos and my combat skills. I was a patriot, General, I still think myself a patriot. Because of that, the President said that I was the perfect candidate for Project: Rebirth, and Erskine agreed, sure I was going to be the one. Bastard changed my life forever..."

* * *

 _ ***Flashback***_

 _ **12 December 1942. Brooklyn, New York.**_

 _"You look like you've been through hell, doc."_

" _Perhaps, but you've actually been living and fighting in it for the last year and a half," Dr. Abraham Erskine replied, taking a seat in front of Sergeant Fury. While he himself surely must've looked exhausted and overworked, Erskine knew that his own experiences pale in comparison to those of the soldier in front of him. He didn't envy the soldier, but he was grateful for what he had done for the war effort. As a Jewish man, he was thankful for their sacrifice in fighting the Nazis._

" _So you're the doctor that the President wanted me to meet," Fury mused with a nod._

" _Indeed. Although, I prefer the term of scientist, or a geneticist or biologists, perhaps both. My staff and I have been working for the last year for creating a new weapon against the Nazis and their allies. The Allies have learned that the enemy is creating super weapons of their own, we decided to meet their efforts. We are looking to build the next generation of soldiers. You've been selected to be the first of that new generation, the first of a new breed of super soldiers."_

 _Fury arched an eyebrow after several moments, skepticism all over his face. "...Super soldier? As in Superman?"_

" _No," Erskine chuckled. "Superman is an overpowered alien superhero character. What we seek to make, the super soldier, is something different altogether, a bit more...realistic. Our work seeks to enhance the human body and performance levels to their peak potential, to perfection. While you may not be faster than a speeding bullet, your reflexes and agility would be increased to higher levels, far superior than the finest human athlete. You will be stronger than five men, and faster...as well as smarter. Your skills as a covert operations soldier, and a Marine would be enhanced greatly. You would be the pinnacle of human perfection when all is said and done."_

" _And you think I'm the right guy for this?"_

" _You patriotism and dedication to the war effort made you an ideal candidate. The President feels that it's an essential trait that he wants for our first super soldier, and the generals overseeing this project agree. You were unanimously agreed upon as the perfect candidate for our trials. Your selection was in part to your track record as one of our best operatives. You should know that it's an honor."_

" _I'll be a better soldier than I am now?"_

" _Quite so. You will be the first of many better soldiers. And you will help us win the war, Sergeant Fury. You will personally escort Adolf Hitler to the gates of Hell."_

" _Huh...well, when you put it that way…"_

" _I understand you had already agreed to this procedure, correct?"_

" _I'm a patriot, doc," Fury replied. "I believe in what I'm fighting for, and I know that we can win this war. And if I can do a better part for our country, then I'm all for it."_

" _Excellent," Erskine smiled. "So...can I get some blood and a urine sample?"_

 _ ***Flashback end***_

* * *

"Testing and all that crap took about a week," Fury mused, closing the red folder. "Then came the real deal, the last injection. General Ross...there are no words to explain the burning sensations I felt at that moment. I thought I was going to die, and that was before I ended up trashing half the lab in a psychotic rage. But...the shit worked; I was taller, more heavily built, and I felt stronger. And I was. There were still a few tests they had to do, but the process worked. I was officially the world's first super soldier."

"You are," Ross agreed, his eyes narrowed in scrutiny and curiosity. "Help me understand something, though, Fury. You say you're a patriot, and I don't argue with that statement, mostly. You welcomed your selection for Project: Rebirth quite well, as you just mentioned. You did it to serve your country, to answer the call. And yet...you essentially committed treason and deserted."

"...I guess I did, yeah."

"Why did you do it? You had just been given the same power Captain America had. Hell, you could've _been_ Captain America from the start. Why throw it all away?"

"Because of what it cost others for me to get this power."

This slightly confused Ross. "What it cost?"

"You know that this file says I was the first _officially_ _successful_ test subject, and you said it just a few minutes ago," Fury replied, his expression darkening. "So you know as well as I do that there were others before me...many others. And what was done to them while Erskine and his team were trying to perfect the Serum. Meaning you know what they had to go through and what was done to them."

Ross frowned, knowing exactly what Fury was talking about. "...I won't deny that our government can cast a shadow over itself over times of war. And I won't deny I'm not a stranger to the atrocities it's committed in science's name, especially to gentlemen of color."

"And so you also know what I'm actually really not the first successful test subject, right?"

This time, it was Ross who was silent.

"Isaiah Bradley. That name sound familiar to you? It should. He was the first man who could successfully react to Erskine's formula, or serum or whatever it's called. The shameful fact is that since he was African American, he would never get the recognition. All he was to Erskine and his lab boys was a guinea pig, an experiment...just like all the other men of color that came before me. Three hundred of them, General Ross...three hundred. All of them were American soldiers looking to serve their country in a bid to be recognized as equals. All of them forced into experimentation, without any concern to whether they lived or died. Kidnapped from service, with their families lied to as they were experimented on. Many of them died, and the rest either were driven to insanity or fearfully awaited their turn before they were called on next for trials. Those men were literally kept in cells the entire time they were held as test subjects. They were nothing more than trials, subjects, candidates."

Fury looked back at the file in his hand, a disgusted expression on his face. "I believe in our country, General, and all that she stands for. And that includes equality. 'All men are created equal.' It doesn't specify color or race; it says we're all equal to each other. Now, I know that in the era I grew up in, that was something that didn't hold much power, even in the North. I saw that, yeah, but I believed that it was something America could eventually live up to. Hell, integration was already starting in the armed forces when I enlisted. But when I saw the conditions those men were in...it was disgusting."

"So," Ross mused, "you took action yourself."

"You're telling me you wouldn't? Those men were less than animals to those scientists. Even Erskine belittled them, said they couldn't possibly hope to understand what they were accomplishing. They were numbers, expendable means to an end. They celebrated when Bradley was a success because that meant that they could now make their ideal American super soldier without any risk or harm to their preferred test subject. Bradley made me possible, and yet he was just cast aside; he was simply another subject. They were going to send him to a lab for the rest of his damn life, test him and all that crap."

Fury sighed, silent for several moments. "I found those men by sheer dumb luck...by accident. I was still staying at the Rebirth lab to undergo final precautionary tests. That was a sub-basement level that they advised me to stay away from. I got curious and bored one day and decided to go explore in between tests." Fury shook his head in shame. "I was horrified. Those men's stories and accounts...and when I finally met Bradley, I didn't know how to react. Something I was prepped for rightfully belonged to him."

"You broke them out, didn't you?" Ross asked.

"Yes, I did...the sane ones anyways. The ones driven insane...we had to put them down, for their own good."

"Why did you do it in the first place?"

"Because it was a disgrace that my country, their country, had done this to them to make their perfect super soldier. The country that promised them equality and freedom while literally snatching them from the face of the Earth. Captain America will never know that men died unnecessarily for him to get beefed up like he did, but I've been haunted with that fact my whole life now. And that's the reason why I deserted, General Ross. I couldn't continue to serve my country when my country treated its own people like shit like that. I couldn't fight for my country when it defends freedom and democracy, while it denied that to its own people, like the African Americans and Japanese. I refused to fight for a hypocritical cause that couldn't and wouldn't accept a black Captain America." Fury sighed again. "Bradley was gunned down right in front of me in the chaos from the escape. I killed the two men who did it right after that, before I escaped. I just travelled around; Mexico, Canada, the Caribbean...even India and Japan. As far as I know, most of those men escaped. I never knew what happened to them, or bothered to find out. Isaiah Bradley...I assume that the Project: Rebirth folks kept his body for scientific reasons...hell, they probably used his blood to recreate the serum again, make Steven Rogers our new Captain America. Wouldn't surprise me; doubt his family was ever informed about him ever again."

Fury then looked up back to Ross. "Your old coot general friend wouldn't happen to know anything about that, would he?"

"Honestly," Ross replied after a moment of thinking, "I wouldn't know. You'd have to ask him. He might or might not. I still have to ask, Fury...why come back? Why enlist again, after that?"

"With everything that's going these last few years, with the Civil Rights Movement and desegregation? It looks like the country is finally turning around, that the people are turning around...our leaders are turning around. They actually really fight for what they say they stand for. Sure, we still have a long way to go, but it's a start. And so, I decided to enlist, and help fight for the growing movement of really fighting for freedom and equality. And make sure it stands in the Marines, at least, as best I can from what I can do."

"And using your real name?"

"I never stopped using it wherever I went. Didn't seem to be a problem when I enlisted again. Recruiters wouldn't know anything about me and Rebirth, and it didn't seem it mattered to today's top brass." Fury finally cast the red file folder aside before removing the bandages on his torso. The wounds he had gained in his suicide mission just hours ago were all healed. "So...how many people now know who I really am?"

"At least the President and his Joint Chiefs," Ross replied. "Some other big shot names and my superior, the Secretary of Defense. Probably more than half the base now, including your men, CO and the nursing staff. A number of Vietnamese, too. Hell, that's the only reason I'm here, because of word getting out on you. Initial thought was that you were a mutant, until someone recognized your name."

"What'll happen to me?"

"...While your actions are quite literally the definition of treason against the United States Armed Forces, the United States of America itself and all that you swore to...the President seems to be more than willing to give you a pardon, probably since you're the only surviving super soldier, an asset we wouldn't want to lose."

"Isn't that a shock."

"There are people who'll want to talk to you. The President and a number of scientists under my command, to name a few. The President is extremely interested in restarting the Super Soldier program."

"Is that so?"

"He's convinced that the next big war will be a genetic war. And if you ask me, he's right, and it'll be against mutants. Only makes sense...and with you in the picture, Fury? You'll end up being the President's favorite toy. You'll have our science boys swooning like Christmas came early this year."

"Science boys? You're already working on restarting the program?"

"For a while now. The President and the Secretary of Defense decided to restart it as part of our coordinated efforts in both combating the Soviet Union and the spread of communism in this Cold War we're in, and addressing the rise of the mutant population. I'm the general that is in charge of the whole thing, with the Secretary in charge of what we get and what we do, and I answer to him and the President. It's a union of military and scientific minds, power, abilities and skills, started two years after the Bay of Pigs fiasco, with unlimited funding and military might. We also have a lot of support with our allies, but it's mainly our own efforts. We call it the Strategic Homeland Defense and Scientific Division."

"Sounds like a crappy name," Fury chuckled dryly.

"Our PR folks are trying to fix that, if it's any consolation," Ross replied with a small smirk. "The point is, Fury, we could use you. Not just for scientific purposes, but for militaristic purposes. Our own super soldier? That would strengthen our capabilities several times over. With your blood and DNA, we could finally start our efforts on restarting Project: Rebirth the right way. We're trying to stop our enemies from threatening our way of life, our freedom and liberty, the same thing you want to fight for. I'm not just saying that to play to what you want to hear, Fury, but the truth is...America needs you. Your country is summoning you to fight for her again. What are you going to do?"

Fury was silent, pondering Ross' words. It was a calling similar to what he responded to back in 1942. He was a patriot, a man who would answer America's call when it came. He recognized where his country failed, and where it was attempting to better herself. As a patriot, and a man who loved his country, Nick Fury would like nothing better than to help ensure America's security and stability, help it better itself in many ways and help protect her from her enemies outside and within. This was a service call that demanded more than anything he had ever given, and Nick Fury felt that he could heed the call and give everything he was asked...and more.

"...Well, it's better than this shithole, I'll bet."

"Is that a yes?"

"I'd be happy to serve in a better capacity, sir. I'll have to clear it with my CO, of course."

"I've already spoken to Lieutenant General Danvers. You're already cleared; you're booked to fly with me back to the States tonight. Pat yourself on the back, Sergeant Fury; your efforts in this unpopular war won't go unnoticed. America thanks you for your service. Now get yourself out of this tent and pack your things. From here on out, you'll be working to preserve America's ideals and democracy on a whole new level."

With that, General Ross walked out of the medical tent, leaving Staff Sergeant Nicholas J. Fury to his thoughts. Fury then noticed that the file was left on his medical bed. Picking it up once again, he looked at it, a smirk on his face.

Several moments after General Ross left the medical tent, on his way to the command center, he was promptly approached by another soldier. "General, there's been an issue."

"What is it?"

"It's...um...General, we've lost Simpson."

At that, Thaddeus Ross' face froze, his body growing rigid. His eyes widened in shock as his mind absorbed this new information. After a moment, he sighed heavily and pinched the bridge of his nose, swearing in anger. "Tell me everything."

"We've succeeded in locating some of his gear, but other than that, we have nothing. We have aerial recon & surveillance going on as we speak, and we're sending out our feelers and recovery soldiers as well. But as of now, it's looking bleak."

"How long?"

"Seven hours, sir."

"Why so long?"

"We've only recently found the bodies of his handlers, sir, as well as his whole unit. Initial examination and autopsy confirms that ballistics match Simpson's own weapons. We can only assume he's deserted at best, or defected at worst."

Eyes narrowing in anger, Ross shook his head. All his fears had come to fruition now. "I warned them."

"Sir?" the soldier inquired.

"I warned the big shots, Private; I saw the warning signs. I told them, and even after he had our flag tattooed on his face, they didn't listen." Ross was silent for several moments before walking off towards the base camp's command station, the soldier in tow. "Send word to the Pentagon, the President, the Secretary of Defense and the rest of the top brass. Send them my exact words, that their complete incompetence, stupidity and ignorance towards the psychological warnings just cost us. Tell them that our new Captain America has deserted."

"Yes, sir."

* * *

 _ **And with that, the origins of Nick Fury and his role in the new Ultimate-verse have been established. I think I made a good choice going with 616 Fury in this one, since I think we can all agree he's been losing a lot of attention since "Sam L Jackson" Fury took the scene.**_

 _ **As always, let me know what you think, leave critiques and all that good stuff. Next up, we really jump into SHIELD, for real (I promise :) really). Until next time, readers.**_


End file.
